During the business year 2021/22, the Supervisory Board fulfilled its responsibilities under the law and the Articles of Association; it held four plenary sessions, three meetings of the Audit Committee, and four meetings of the General Committee.
In both the General Committee and the Audit Committee meetings, the Management Board provided comprehensive oral and written information regarding the development of the company’s business as well as its financial management and position.
In addition to addressing the regular reports on the Group’s current business and financial position, at its meetings the Supervisory Board dealt especially with matters related to sustainability and innovation as well as information technology and the digital transformation—all of which will determine the future. Hence possible future scenarios involving CO2-reduced steel production at the company’s plants in Linz and Donawitz (both Austria) were front and center. At its meeting in March 2022, the Supervisory Board took a first step toward decarbonizing the production of steel by making an important decision that will move the voestalpine Group from coal-based blast furnace technology to electric arc furnace technology powered by electricity from sustainable sources. As early as in the Northern summer of 2022, the Group will start to clear the future construction site required for this purpose and carry out infrastructure modification work at both aforementioned steelmaking facilities. The estimated investment costs for the project’s first phase are in the low three-digit million euro range. During the current business year, the Supervisory Board will have to make final decisions on investments in the electricity-based technology that will serve as a partial replacement for the blast furnace-based technology still in use at this time. The construction of the new facilities will begin in 2024. One electric arc furnace each is to be commissioned in Linz and Donawitz in early 2027. As of now, the estimated investment costs are about EUR 1 billion. Following this technological shift, the voestalpine Group will be able to cut its carbon dioxide emissions by some 30%—a significant first step. This represents a reduction of three to four million tons of CO2 per year—roughly equivalent to 5% of Austria’s total annual carbon emissions. In the long term, the company seeks to achieve carbon neutral steel production largely on the basis of green hydrogen; its relevant research on promising breakthrough technologies already is at an advanced stage.
Just as in the preceding business year, furthermore, in the business year 2021/22 the Supervisory Board also explored strategic options for the direct reduction plant used to produce hot briquetted iron (HBI) in Corpus Christi, Texas, USA. At its meeting on March 22, 2022, the Supervisory Board approved the sale of a majority stake in the plant. Pursuant thereto, the Management Board signed a sale agreement with Arcelor-Mittal on April 14, 2022, regarding the sale of 80% of voestalpine’s stake in voestalpine Texas Holding LLC. An agreement on the guaranteed, long-term supply of 420,000 tons annually of the HBI produced in Corpus Christi is an element of voestalpine’s remaining equity interest of 20%. This supply will provide the basis for the aforementioned initial steps to decarbonize the production of steel in both Linz and Donawitz. In addition, this partnership will mitigate the spot market risk arising from the HBI that voestalpine does not need. The Texas-based HBI plant has a production capacity of about two million tons of HBI per year. The closing of the transaction is planned for June 2022.
Over and above issues related to the compensation of the Management Board and the Supervisory Board, the latter’s General Committee also dealt with a change in the Compensation Policy applicable to the members of the Supervisory Board, which was resolved at both the Supervisory Board meeting on June 8, 2021, and the Annual General Meeting on July 7, 2021.
The Audit Committee concerned itself especially with the preparation and review of the company’s consolidated and annual financial statements, the auditor’s independence as well as topics related to the current and future structure of the Internal Control system, the risk management system, and Internal Audit.
The auditor of the auditing firm, Deloitte Audit Wirtschaftsprüfungs GmbH, attended all three meetings of the Audit Committee in the business year 2021/22 and was available for questions and discussions.
At the Supervisory Board meeting on March 22, 2022, Dr. Joachim Lemppenau resigned from his position as the Chairman of the Supervisory Board effective as of the end of March 2022; subsequently, Dr. Wolfgang Eder was elected the new Chairman effective April 1, 2022. However, Dr. Lemppenau will continue to make himself available to the Supervisory Board as a member until the end of his current term of office, i.e., up to the Annual General Meeting 2024.
At its meeting on March 22, 2022, the Supervisory Board also carried out the self-evaluation required under Rule 36 of the Code and, after asking the Management Board to leave the room, used a list of questions to address the general cooperation between Management Board and Supervisory Board, the quality and scope of the documents made available to the Supervisory Board as well as organizational issues.